AGREEMENT TO TERMINATE
THE LICENSE AND COOPERATION AGREEMENT
WITH RESPECT TO NEUROBIOLOGICAL TECHNOLOGIES, INC.
This Agreement to
terminate the License and Cooperation Agreement with respect to
Neurobiological Technologies, Inc. (“NTI Termination
Agreement”) is effective as of July 31, 2009
(“Effective Date”), between Merz + Co. GmbH & Co.
(“Merz”) and Neurobiological Technologies, Inc.
(“NTI”);
Whereas
Merz, NTI and Children’s Medical Center Corporation
(“CMCC”) are parties to that certain License and
Cooperation Agreement dated April 16, 1998 (the
“Agreement”);
Whereas ,
pursuant to the Agreement, CMCC and NTI have each granted to Merz
certain rights and licenses relating to Products (as defined in the
Agreement), including without limitation products containing
memantine for certain indications;
Whereas
the Agreement contemplates that, under certain circumstances, CMCC
and Merz may wish to continue their relationship, pursuant to the
applicable terms and conditions, independent of NTI’s
involvement; and
Whereas ,
NTI and Merz have agreed that it is in the mutual best interest of
the parties to have the Agreement terminated with respect to NTI,
on the terms and conditions set forth in this NTI Termination
Agreement;
Now,
therefore, in consideration of the promises and the mutual
covenants set forth herein, NTI and Merz agree as
follows:
1. As of the
Effective Date, the Agreement shall be, and is hereby, terminated
with respect to NTI. In accordance with its terms, the Agreement
will continue in full force and effect as between Merz and CMCC to
the extent the terms and conditions of the Agreement apply to the
rights and obligations flowing between Merz and CMCC.
2. Each of
NTI and Merz agrees that all of CMCC’s current rights with
respect to Merz under the Agreement are preserved and that this NTI
Termination Agreement shall impose no additional obligations
(financial or otherwise) upon CMCC. Each of NTI and CMCC agree that
this NTI Termination Agreement shall impose no additional
obligations (financial or otherwise) upon Merz with respect to CMCC
and that the rights and licenses granted to Merz pursuant to the
Agreement with respect to NTI’s Confidential Information
shall survive this Termination Agreement and continue in full force
and effect.
